Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/29

 CHAP. II.] CORPORATIONS IN THE COMMON LAW. [§ 14. corporation be created ; for, " it is well observed, that in old times the inhabitants or burgesses of a town or borough were incorporated when the king granted to them to have gildam mercatoriam." 1 § 14. A century and a half after the time of Coke, Black- stone speaks of the nature of corporations some- what in detail. " As all personal rights," says he, Son?s idea " die with the persons, and as the necessary forms ot * cor P»- r . . *• ration. of investing a series of individuals, one after an- other, with the same identical rights, would be very inconven- ient, if not impracticable, it has been found necessary, where it is for the advantage of the public to have any particular rights kept on foot and confirmed, to constitute artificial persons who may maintain a perpetual succession, and enjoy a kind of legal immortality. These artificial persons are called bodies politic, bodies corporate (corpora corporata), or corporations." 2 Again, says Blackstone, "The name of the corporation is the very being of its constitution ;" and, he continues, " the rights, capacities, and incapacities, which are necessarily and insepara- bly incident to every corporation, which incidents, as soon as a corporation is duly elected, are tacitly annexed of course are : (1) To have perpetual succession .... and, therefore, all aggregate corporations have a power necessarily implied of electing members in the room of such as go off. (2) To sue and be sued, implead or be impleaded, grant or receive by its corporate name, and do all other acts as natural persons may. (3) To purchase lands and hold them for the benefit of them- selves and their successors, which two are consequential to the former. (4) To have a common seal . . . . (5) To make by-laws or private statutes for the better government of the 1 lb. 30 a. " By special words the king may make a limited corpora- tion for a special purpose; as if the king grants probis hominibus de Is- lington et successoribus suis render- ing a rent; this is a corporation to render the rent to the king, and not otherwise." Viner's Abt., Tit. Corp., G. 3; see, also, Stebbins v. Jennings, 10 Pick. 172, 188. " A corporation is good without limiting any number certain of persons to be of the cor- poration." Viner's Abt., Tit. Corp., F. 9. " And one corporation may be made out of another corporation." Sutton's Hosp., 10 Rep. 31 b; see ib. 33 b. 2 1 Bl. ConL, 467.